foreign-owned company set-up
Foreign-Owned Company in Italy, Set Up from Abroad
For foreign parent companies and non-resident founders
We test your ownership chain before the deed, prepare the foreign documents and coordinate the notary and the filings. Your board decides the structure.
- The notary files the deed within 10 days (Art. 2330(1) c.c.)
- S.r.l. deed in person, by attorney or by videoconference (Art. 2 D.Lgs. 183/2021)
- A foreign parent can be the sole member (Art. 2470 c.c.)
- Strategic assets: a non-EU acquirer notifies within 10 days (Art. 2(5) D.L. 21/2012)
The notary receives the deed, signed in person, by attorney or, for an S.r.l., by videoconference.
An Italian company for a foreign owner
For a foreign company forming an Italian subsidiary, a non-resident founder holding through a foreign company, and their advisers. The vehicle is an S.r.l. (società a responsabilità limitata, limited liability company) or an S.p.A. (società per azioni, joint-stock company). A group still weighing a seat of its own can first see how to open a branch or subsidiary in Italy.
Our Milan office tests the structure, then coordinates the formation. The notary receives the deed, the Register of Companies (Registro delle Imprese) enters the company, and any Government decision is the Presidency's. Instead of a new deed, a group may choose an existing Italian S.r.l. to take over.
What the set-up includes
What we prepare and coordinate for the parent, and what stays with others.
Ownership-chain map
The natural person behind it (more than 25% indicates ownership), the holding inside or outside the EU and EEA, who controls it and sits on its board, group loans.
Holding layer in Italy: Holding Company Set-Up in Italy
Notification test
Strategic assets held or planned, and any non-EU acquirer or partner. The parent notifies; the Presidency decides.
Vehicle conditions for the board
S.r.l., low-capital S.r.l. or S.p.A., with capital and payment rules. The board decides; group design is our corporate structuring service.
For a company that will raise capital: S.p.A. Formation in Italy for Capital-Raising Companies
Foreign documents and tax codes
Apostille or legalisation, the Italian translation, and the tax code (codice fiscale): form AA4/8 for each individual, AA5/6 for the parent.
The deed, coordinated
In person, by attorney, or by videoconference for an S.r.l. with its seat in Italy and cash capital. The notary receives it.
Filings after the entry
Single-member notice, the parent's directing-entity entry, the beneficial-owner filing and the first annual chamber fee (diritto annuale).
What stays with others
The deed (the notary), any veto (the Presidency), the account (the bank), returns (an Art. 3(3) D.P.R. 322/1998 intermediary, as in force in 2026, or the company), payroll (an enrolled consulente del lavoro, labour consultant), fiduciary holding (a MIMIT-authorised società fiduciaria).
The ownership chain, tested before the deed
Six tests on the chain between the parent and the subsidiary, including the golden power (the Government's special powers) notification.
| Test | What it looks at | What follows | Basis |
|---|---|---|---|
| Beneficial owner (titolare effettivo) | A natural person who ultimately owns or controls the company; more than 25% of the capital, held directly or through controlled companies, fiduciary companies or an intermediary, indicates ownership | The bank and the Register look through the parent to that person | Art. 20(2)(a)-(b) D.Lgs. 231/2007; 25% or more from 10 July 2027 (Regulation (EU) 2024/1624) |
| Non-EU subject | An EU or EEA legal person controlled, directly or indirectly, by a non-EU person | An EU-registered holding of a non-EU group counts as non-EU for the notification | Art. 2(5-bis)(d) D.L. 21/2012 |
| Control of a company with strategic assets | Control acquired by a non-EU subject; also 10% of the votes or capital with an investment of EUR 1 million or more, and the crossing of 15%, 20%, 25% and 50%; in the communications, energy, transport, health, agri-food and financial sectors, EU acquirers and Italian residents too | Notified within 10 days to the Presidency of the Council of Ministers; veto or conditions within 45 days; a fine up to twice the value of the operation and not less than 1% of the cumulated turnover | Art. 2(5) and (6) D.L. 21/2012 |
| Formation with a non-EU partner | A new enterprise holding strategic assets, with one or more non-EU partners at 10% or more of the votes or capital | Notified to the Presidency under the same terms and procedure | Art. 2(7-bis) D.L. 21/2012 |
| Residence of the holding | A foreign company that controls the Italian one and is controlled by Italian residents, or run by a board mostly of directors resident in Italy | Presumed resident in Italy unless it proves otherwise; the subsidiary itself is resident (seat, effective or ordinary management in Italy) | Art. 73(5-bis) and (3) TUIR, text in force in 2026 |
| Direction and coordination (direzione e coordinamento) | A parent that consolidates the subsidiary's accounts or controls it under Art. 2359 c.c. | Presumed to direct and coordinate, save proof to the contrary; the disclosure and liability set out below follow | Art. 2497-sexies c.c. |
Sources: D.L. 21/2012; D.Lgs. 231/2007; Regulation (EU) 2024/1624; TUIR; Civil Code.
Which assets the decrees name as strategic is not listed here, so this page says neither that a new company needs a notification nor that it needs none; the test is part of the file.
Art. 73 TUIR is cited as in force to 31 December 2026; D.Lgs. 117/2026 replaces the TUIR numbering from 1 January 2027.
Who stands behind the Italian company?
Natural person
level 1: the person who in the end owns or controls
- Beneficial ownertesta natural person; more than 25% of the capital, held directly or through controlled companies, fiduciary companies or an intermediary, indicates ownership (Art. 20(2) D.Lgs. 231/2007)
Foreign holding
level 2: EU or EEA, or non-EU; its board
- Non-EU subjecttestan EU or EEA holding controlled, directly or indirectly, by a non-EU person (Art. 2(5-bis)(d) D.L. 21/2012)
- Presumed residencetesta holding controlled by Italian residents, or run by a board mostly of directors resident in Italy (Art. 73(5-bis) TUIR, text in force in 2026)
Italian S.r.l. or S.p.A.
level 3: the company the deed forms, owned by the holding
The table above lists six tests; these three sit on the chain itself.
How the set-up runs, step by step
Steps 1 to 5 have no statutory term; from the deed, the law sets the clock.
law set by statuteguide the Register's guide to the single filingno term no statutory term
- 1
Before the deed
Vehicle, chain, documents, tax codes, PECs
- no term no statutory term
- 2
The deed
The notary
- no term one sitting
- 3
Filing
The notary
- law within 10 days (Art. 2330(1) c.c.)
- 4
Entry in the Register
The Register
- law within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995)
- law the company exists on entry (Art. 2331 c.c.)
- 5
Confirmations
The chamber and the agencies
- guide the chamber within 5 days, each agency within 7
- 6
Single-member notice
The directors
- law within 30 days (Art. 2470 c.c.)
Only for strategic assets: notified to the Presidency of the Council of Ministers within 10 days; veto or conditions within 45 days of the notification (Art. 2(5), (6) D.L. 21/2012)
The law sets no total
Vehicle and chain
The board chooses the vehicle on the conditions below; we map the chain and test the notification.
If notifiable: 10 days, answer within 45 (Art. 2 D.L. 21/2012)
Foreign documents
Apostille or consular legalisation, then translation into Italian; a special power of attorney (procura speciale) for whoever signs for the parent.
No term in our sources
Tax codes and reciprocity
Each director and attorney applies at the Italian consulate abroad, or in person at an Agenzia delle Entrate office; the parent on form AA5/6. The notary checks reciprocity for a non-EU owner.
No official service time
Seat and PECs
A registered office in Italy, the company PEC (certified email) and the personal PEC of the sole director, or of each managing director, or failing those of the chairman. Without the company PEC the filing is suspended (Art. 16 D.L. 185/2008, to 31 December 2026).
Before the filing
Capital
In person, to the management body named in the deed; online, to the notary's dedicated account; for an S.p.A., at least 25% of cash contributions with a bank.
Before or at the deed
The deed
In person, by attorney or by videoconference; the notary must receive it when every party lives abroad, and may stop it over doubt on identity or capacity (Art. 2 D.Lgs. 183/2021).
One sitting
Filing and entry
The notary pays the duties in the table below and files the Comunicazione Unica (single filing) through DIRE; tax code, VAT number, INPS and INAIL follow. The company exists on entry (Art. 2331 c.c.). Notary 10 days (Art. 2330(1) c.c.); Register 10 days, 5 if electronic (Art. 11(8) D.P.R. 581/1995).
The directors' filings
Single-member notice, directing-entity entry, beneficial-owner filing and the first annual fee.
Notice within 30 days (Art. 2470 c.c.); no term for the entry in our sources
Want your ownership chain tested before the deed?
Bring the group chart. We work out the vehicle, the notification test and the order of steps with you; your board decides.
Documents the foreign side provides
What the parent and each individual bring, in the order the notary needs it.
- A valid passport, with visa where required, or another document Italian authorities recognise
- The tax-code certificate of each individual director and attorney
- The parent's own tax code, requested on form AA5/6
- Every foreign public document apostilled, or legalised by the Italian consulate
- Its Italian translation, declared conform by an official translator or the consulate
- The personal PEC of the sole director or each managing director (failing those, the chairman), separate from the company's
- For a non-EU owner, reciprocity, checked by the notary (Art. 16 disp. prel. c.c.)
Typical items, confirmed with the notary for each file:
- A current extract of the parent from its home register
- The parent's board resolution to invest in Italy
- The signatory's powers, or a special power of attorney
In Hague Convention states the apostille replaces legalisation (L. 1253/1966).
Capital, state charges and statutory terms
Capital by vehicle, for a foreign parent
Conditions only; the choice is the board's. A founder forming in their own name: S.r.l. registration for a non-resident.
| Vehicle | Minimum capital | How it is paid | Open to a company parent |
|---|---|---|---|
| S.r.l. | EUR 10,000 (Art. 2463 c.c.) | A sole founder pays the whole cash contribution at the deed, to the management body named in it (Art. 2464(4) c.c.) | Yes |
| Low-capital S.r.l. | From EUR 1 to below EUR 10,000 | Paid in full in cash; one fifth of profits to reserve until reserve and capital reach EUR 10,000 (Art. 2463(4)-(5) c.c.) | Yes, as an ordinary S.r.l. |
| S.p.A. | EUR 50,000 (Art. 2327 c.c.) | At least 25% of the cash contributions deposited with a bank before the deed, the whole for one founder (Art. 2342(2) c.c.) | Yes |
| S.r.l.s. (S.r.l. semplificata, simplified S.r.l.) | Not applicable | Not applicable | No: natural persons only (Art. 2463-bis(1) c.c.) |
Sources: Civil Code, Arts. 2327, 2342, 2463, 2463-bis and 2464 c.c.
State charges and statutory terms
Each charge and term with its source and year, listed and not added up.
| Item | Amount or term | Who pays or acts | Basis and year |
|---|---|---|---|
| Registration tax on the deed of incorporation | EUR 200 fixed | The notary | Art. 26(2) D.L. 104/2013 |
| Stamp duty on the deed | EUR 156 without real-estate contributions | The notary, through the MUI | Romagna chamber MUI table |
| Secretarial fee, deed with the sole-member notice | EUR 90 | Paid at the filing | Romagna chamber table, 27 January 2026; the Milan and Rome tables are not in our sources |
| First annual chamber fee, new capital company | EUR 120, simplified and low-capital S.r.l. included | The company, at the filing by automatic debit, or by F24 within 30 days | Milan chamber, 2026 |
| First annual fee, branch of a foreign company (for comparison) | EUR 66 | The branch | Milan chamber, 2026 |
| Annual fee, representative office (REA-only entry) | EUR 18 | The office | Marche chamber, 2026; the Milan amount is not in our sources |
| The notary's fee | No official scale; agreed on engagement with a written or digital estimate | The client and the notary | Art. 9(1) and (4) D.L. 1/2012 |
| The notary files the deed | Within 10 days of the deed | The notary | Art. 2330(1) c.c. as amended by L. 12/2019 |
| Register entry | Without delay, at most 10 days from protocol, 5 for an electronic filing | The chamber | Art. 11(8) D.P.R. 581/1995 |
| Single-member notice | Within 30 days of a change in the membership | The directors | Art. 2470 c.c. |
Sources: D.L. 104/2013; Romagna, Milan, Marche and Modena chambers; D.L. 1/2012; D.P.R. 581/1995.
What the parent takes on after registration
What follows the parent once the subsidiary exists.
The single-member notice and its exception
The directors file the parent's details, State of incorporation included, within 30 days (Art. 2470 c.c.). If the capital rule or this notice is missed, the sole member answers without limit on insolvency (Art. 2462(2) c.c.).
The parent is named
In the subsidiary's deeds and correspondence, and by the directors' entry in the Register's special section. Directors who omit it, or keep it after the subjection ends, answer for the damage (Art. 2497-bis c.c.).
The accounts carry the parent
The notes to the subsidiary's accounts summarise the essential data of the parent's last accounts, and the directors' report states the dealings with it (Art. 2497-bis c.c.).
The parent's liability and its loans
A parent directing in breach of the principles of sound management is liable to members and creditors, who may act only if the subsidiary has not satisfied them (Art. 2497 c.c.). Its loans fall under Art. 2467 (Art. 2497-quinquies c.c.).
The beneficial-owner filing
A duty under Art. 21(1) D.Lgs. 231/2007, sanctioned by Art. 2630 c.c., active since D.Lgs. 210/2025 came into force on 9 January 2026; access restricted since 23 July 2026 (D.Lgs. 122/2026). The Bergamo chamber (25 June 2026) reports no term running. See who files beneficial owner data in Italy.
Problems we solve for foreign owners
Where a foreign owner's file stalls, and how we handle it.
The tax code comes first
Consulate abroad or an in-person Agenzia appointment for each individual, form AA5/6 for the parent. We plan the route per person.
Read more: Codice Fiscale for Foreigners and Companies in Italy
Documents that arrive unusable
Apostille or legalisation comes first, then the Italian translation. We agree the list with the notary before anything is legalised.
Remote signing that falls through
The notary may stop a videoconference deed and ask for presence. We prepare the attorney route alongside.
Profits held back at source
Dividends paid to a non-resident parent carry 26% withholding (Art. 3(1) D.L. 66/2014), and a lower rate applies to a company resident and taxed in an EU or EEA State. An EU parent holding at least 10% for one year may obtain a refund on request, or non-application at source on request (Art. 27-bis D.P.R. 600/1973, 2026 text). See also the treaty rates that cut Italian dividend withholding.
An account the bank decides
The bank applies its own beneficial-owner test to the chain and decides on the account. We prepare the ownership file it asks about.
Read more: Italian Bank Account for Non-Residents and Foreign Directors
Ready to open the file for your Italian company?
For an owner who has settled the structure: the documents, the tax codes and the deed lined up in order.
Why work with us
Stefano Colombo
Head of Corporate Structuring, Milan. Maps a group's ownership chart onto Italian deeds and filings. Italian, English, German.
From our practice
, a worked example: a non-EU group's EU holding forms an S.r.l. That holding is a non-EU subject (Art. 2(5-bis)(d) D.L. 21/2012), so we check whether the company will hold strategic assets, since the formation is then notified where a non-EU partner holds 10% or more (Art. 2(7-bis)). Next: who sits on the holding's board (Art. 73(5-bis) TUIR, 2026 text).
Frequently asked questions
What does the state charge, and what does your service cost?
The notary pays EUR 200 registration tax (Art. 26(2) D.L. 104/2013) and EUR 156 deed stamp duty; the secretarial fee is EUR 90 (Romagna chamber, 2026) and the first Milan annual fee EUR 120. The notary's fee has no official scale and is agreed in writing (Art. 9 D.L. 1/2012). Ours depends on the file: pricing on request.
How long does it take by law?
The steps before the deed have no statutory term. After it, the notary files within 10 days (Art. 2330(1) c.c.) and the Register enters the company within 10 days of protocol, 5 for an electronic filing (Art. 11(8) D.P.R. 581/1995). The chamber then confirms in 5 days and the agencies in 7, per the Register's guide.
Can everything be done from abroad?
An S.r.l. with its seat in Italy and cash capital can be formed by videoconference, and the notary must receive the deed when every party lives abroad (Art. 2 D.Lgs. 183/2021). The notary may still stop it and ask for presence over doubt on identity or on capacity to represent a company. Tax codes are requested at an Italian consulate.
Does the Government have to be told about a foreign owner?
Only where the company holds assets the decrees name as strategic. Then a non-EU acquirer of control notifies the Presidency of the Council of Ministers within 10 days, answered within 45 (Art. 2(5), (6) D.L. 21/2012). An EU holding controlled from outside the EU counts as non-EU; a formation with non-EU partners at 10% or more is notified too.
What does the parent have to disclose, and can it be liable?
The subsidiary names the parent in its deeds, its correspondence and a special section of the Register, and its accounts summarise the parent's last accounts (Art. 2497-bis c.c.). A parent directing it in breach of sound management principles is liable to its members and creditors, who may act only if the subsidiary has not satisfied them (Art. 2497 c.c.).
Does the company need an Italian bank account to be formed?
Not for an S.r.l. deed signed in person: a sole founder pays the cash capital to the management body named in the deed (Art. 2464(4) c.c.). Online, it goes to the notary's dedicated account (Art. 2 D.Lgs. 183/2021). An S.p.A. deposits at least 25% of cash contributions with a bank (Art. 2342(2) c.c.). The company's account is the bank's decision.
What tax applies when the subsidiary pays dividends to the parent?
Dividends paid to a non-resident carry a 26% withholding (Art. 3(1) D.L. 66/2014); a lower rate applies to a company resident and taxed in an EU or EEA State. An EU parent holding at least 10% for one year may obtain a refund or non-application at source on request (Art. 27-bis D.P.R. 600/1973, 2026 text). A treaty may change it.
Can a foreign company or a non-resident own an Italian company, and does it need an Italian director?
The Civil Code sets no residence or nationality condition for directors, and management may go to non-members (Art. 2380-bis c.c.). A foreigner's civil rights, a foreign company's included, depend on reciprocity, which the notary or the chamber checks and which does not apply to EU and EEA nationals (Art. 16 disp. prel. c.c.). The S.r.l.s. is closed to a company.
Can the foreign parent be the sole member of the Italian company?
Yes. With one founder the whole cash contribution is paid at incorporation (Art. 2464(4) c.c.), and the directors file the sole member's details, its State of incorporation included, within 30 days (Art. 2470 c.c.). If either rule is missed, the sole member answers without limit for the company's debts on insolvency, for the period concerned (Art. 2462(2) c.c.).
Should a foreign group use a subsidiary or a branch?
A subsidiary is a separate company from its registration (Art. 2331 c.c.) and an Italian tax resident (Art. 73(3) TUIR, 2026 text). A branch is a seat of the foreign company and a permanent establishment taxed on its Italian income (Art. 162 TUIR, 2026 text). The choice is the board's; our branch or subsidiary page compares the two.
Which documents does the foreign side produce, and how does a foreigner get the Italian tax code?
A passport for each individual, the tax codes of each individual and of the parent (forms AA4/8 and AA5/6), and the parent's documents apostilled or legalised, then translated into Italian. Someone living abroad can request the code at the Italian consulate; at an Agenzia delle Entrate office the first code needs an in-person appointment. The notary confirms the rest.
Does forming a company give the right to live in Italy, and what are the flat tax and the 7% rule?
The company and the residence permit follow separate procedures; a seconded group manager may use the intra-corporate permit (Art. 27-quinquies TUI). The flat tax is for individuals moving: EUR 300,000 a year on foreign income, EUR 50,000 per family member, after a favourable ruling (Art. 24-bis TUIR, 2026 text). The 7% rule is for pensioners (Art. 24-ter TUIR, 2026 text).
What tax does a non-resident owner pay on selling the Italian company?
The gain is Italian-source income (Art. 23(1)(f) TUIR, 2026 text). For an individual seller, a qualified holding (unlisted: over 20% of votes or 25% of capital, Art. 67(1)(c) TUIR, 2026 text) is taxed at 26%. A non-qualified one may escape Italian tax for a seller in a listed state, unless the company is real-estate rich (Art. 5(5-bis) D.Lgs. 461/1997).
Who is the beneficial owner of a company owned by a foreign group, and who can see the data?
Always a natural person who ultimately owns or controls it: over 25% of capital, held directly or through companies, fiduciaries or an intermediary, indicates ownership, failing which control decides (Art. 20 D.Lgs. 231/2007); 25% or more from 10 July 2027. Since 23 July 2026 access is for authorities, accredited obliged entities and persons with a legitimate interest (D.Lgs. 122/2026).
Shall we map your structure before anything is filed?
Send the group chart and the vehicle under discussion; we reply with a plan for your board.